1038-00001 · Cascade Retail Holdings · Engagement & Administration

engagement-letter-cascade.docx DOCUMENT Antitrust

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-7400 Facsimile: (202) 555-7401

New York · 280 Park Avenue, 38th Floor, New York, NY 10017 San Francisco · 555 California Street, Suite 2700, San Francisco, CA 94104 Seattle · 901 Fifth Avenue, Suite 4100, Seattle, WA 98164 Chicago

June 25, 2025

VIA HAND DELIVERY AND ELECTRONIC MAIL

Mr. Jerome Weston General Counsel and Corporate Secretary Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109

Re: Engagement of Calderwood & Harkness LLP as Lead Defense Counsel — Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (U.S. District Court for the Western District of Washington, Seattle Division); and related FTC Administrative Proceeding, Docket No. 9438

Our Matter No.: 1038-00001

Dear Mr. Weston:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade," "CRH," or "the Company"), a Delaware corporation headquartered in Seattle, Washington, as lead defense counsel in the above-referenced matters. This letter sets forth the terms and conditions governing the Firm's representation of Cascade in connection with the proceedings described herein and, together with the enclosed Firm billing guidelines, constitutes the agreement between the Firm and the Company concerning the scope, terms, and conditions of this engagement.

As the Company is aware, on June 23, 2025, the Federal Trade Commission (the "FTC" or the "Commission") filed a complaint in the United States District Court for the Western District of Washington, Seattle Division, assigned to the Honorable Richard A. Johannsen, bearing Docket No. 2:25-cv-01087-RAJ (the "District Court Action"). In the District Court Action, the FTC seeks a preliminary injunction pursuant to Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to block the consummation of Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle" or "PMG"), a Delaware corporation headquartered in Austin, Texas. The FTC's complaint alleges that the proposed transaction would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, by substantially lessening competition or tending to create a monopoly in one or more relevant markets.

In addition, on June 20, 2025, the Commission issued a related administrative complaint, bearing Docket No. 9438 (the "Administrative Proceeding"), initiating an adjudicative proceeding before the Commission regarding the same proposed transaction.

The proposed acquisition was publicly announced on March 17, 2025, and is governed by an Agreement and Plan of Merger dated March 14, 2025 (the "Merger Agreement"), by and among Cascade Retail Holdings Inc., CRH Merger Sub Inc. (a wholly owned subsidiary of Cascade formed for purposes of the transaction), and Pinnacle Market Group Inc. The Merger Agreement contemplates an all-cash reverse triangular merger in which CRH Merger Sub Inc. will be merged with and into Pinnacle, with Pinnacle surviving as a wholly owned subsidiary of Cascade, for aggregate consideration of approximately $4.7 billion.

The Firm is honored by the confidence the Company has placed in Calderwood & Harkness and is committed to providing the highest quality of legal representation in defense of these proceedings.

2. Scope of Engagement

2.1 District Court Litigation

The Firm's engagement encompasses the defense of the FTC's complaint in Case No. 2:25-cv-01087-RAJ, including, without limitation, the following:

(a) Defense of the FTC's complaint seeking a preliminary injunction to block the consummation of the proposed acquisition, including all pretrial proceedings, discovery (both written and oral), motion practice, expert retention and preparation, and the evidentiary hearing on the FTC's Motion for Preliminary Injunction, which is currently scheduled to commence on September 8, 2025, before the Honorable Richard A. Johannsen;

(b) Preparation and filing of all responsive pleadings, including Cascade's Answer to the FTC's Complaint, and any counterclaims, cross-claims, or third-party claims, if applicable;

(c) Preparation and filing of Cascade's Opposition to the FTC's Motion for Preliminary Injunction, which is currently due on August 11, 2025, pursuant to the Court's Scheduling Order, including supporting memoranda of law, declarations, exhibits, and proposed findings of fact and conclusions of law;

(d) Any Daubert motions or other evidentiary motions challenging the admissibility of expert testimony, as well as defense of any such motions directed at Cascade's experts;

(e) Management and oversight of all fact and expert discovery, including preparation and defense of depositions, preparation and response to document requests, interrogatories, and requests for admission, and management of the electronic discovery process, including engagement and supervision of third-party e-discovery vendors;

(f) Coordination with the defense counsel for Pinnacle Market Group Inc., Whitfield, Greer & Tanaka LLP (Austin, Texas), including the negotiation and execution of a joint defense agreement and/or common interest agreement between Cascade and Pinnacle, and ongoing strategic coordination between the co-defendants' litigation teams throughout the pendency of the District Court Action; and

(g) Attendance at all court hearings, status conferences, and other proceedings before the Court in connection with the preliminary injunction proceeding.

2.2 FTC Administrative Proceeding

The Firm's engagement further encompasses representation of the Company in the related FTC administrative proceeding, Docket No. 9438, to the extent that proceedings run in parallel with the District Court Action. As of the date of this letter, the Administrative Proceeding has been stayed by the Commission pending the District Court's ruling on the FTC's Motion for Preliminary Injunction, consistent with customary FTC practice in merger challenges. Notwithstanding the stay, the Firm will remain engaged to monitor the Administrative Proceeding and to respond to any developments as necessary, including opposing any motions to lift the stay, addressing scheduling and procedural matters, and preparing for trial before an Administrative Law Judge in the event that such proceedings are resumed.

2.3 Excluded Matters

The following matters are expressly excluded from the scope of this engagement:

(a) Representation of the Company in connection with the underlying merger transaction itself, including negotiation or amendment of the Merger Agreement, HSR Act compliance and second request matters (to the extent resolved prior to the commencement of this engagement), regulatory filings, or other transactional matters. The Company's transaction counsel for the proposed acquisition is Harmon Ridgeway & Strauss LLP, New York, New York, and the Firm understands that Harmon Ridgeway & Strauss LLP will continue to serve in that capacity;

(b) Representation of the Company in connection with any securities law matters, including any SEC filings, shareholder communications, or disclosure obligations arising from the litigation or the transaction;

(d) Representation of the Company in any shareholder litigation, derivative actions, or other proceedings brought by shareholders or other third parties in connection with the proposed acquisition or the FTC challenge;

(e) Any appellate proceedings arising from the District Court's ruling on the preliminary injunction motion or any other order entered in the District Court Action, which would require a separate scope agreement and fee estimate to be negotiated and executed between the Firm and the Company prior to the commencement of any such appellate work; and

(f) Any consent decree negotiations, settlement discussions, or remedy proposals with FTC staff or Commissioners, which shall be within the scope of this engagement only if expressly authorized in writing by the Company. The Firm will, however, advise the Company regarding settlement strategy and the advisability of engaging in such discussions, should the Company wish to explore that option.

In the event that the Company wishes to engage the Firm to provide services in connection with any of the foregoing excluded matters, the parties will negotiate a separate engagement letter or amendment to this letter setting forth the scope, terms, and conditions of such additional representation.

3. Engagement Team

3.1 Responsible Partner

Howard Bellamy, Partner in the Firm's Antitrust & Competition Practice Group, based in the Washington, D.C. office, will serve as the Responsible Partner for this engagement. Mr. Bellamy will serve as the primary client contact and will have overall responsibility for the engagement, including strategic direction of the defense, supervision of the engagement team, and coordination with the Company's management and in-house legal department. Mr. Bellamy has over twenty-five years of experience representing parties in federal antitrust merger litigation, including defense of FTC and DOJ merger challenges in federal court and before the Commission.

3.2 Billing Partner

Elaine Forsythe, Partner in the Firm's Antitrust & Competition Practice Group, based in the Washington, D.C. office, will serve as the Billing Partner for this engagement. Ms. Forsythe will co-lead the substantive briefing and motion practice efforts, including the preparation of Cascade's Opposition to the FTC's Motion for Preliminary Injunction and any related evidentiary motions. Ms. Forsythe will also serve as the secondary client contact and will be responsible for billing administration and coordination with the Company's legal department regarding invoicing and fee matters.

3.3 Associates. The following associates will serve as members of the core engagement team:

(a) Elliot Nguyen, Senior Associate, Antitrust & Competition Practice Group, Washington, D.C. office. Mr. Nguyen will serve as the Lead Associate on this engagement and will be responsible for day-to-day case management, discovery coordination, deposition preparation, and substantive briefing. Mr. Nguyen will report directly to Mr. Bellamy and Ms. Forsythe and will serve as the primary point of contact for routine case management matters.

(b) Aaron Liu, Associate, Antitrust & Competition Practice Group, San Francisco office. Mr. Liu will serve as a Working Associate on this engagement, supporting the team with legal research, discovery review and production, and motion practice. Mr. Liu will coordinate with Mr. Nguyen on day-to-day matters and will be available for travel to Washington, D.C. and Seattle as the matter requires.

3.4 Additional Personnel

The Firm may, as the matter requires and as the scope of the engagement develops, assign additional attorneys, paralegals, litigation support specialists, and other support staff to this engagement. The Company will be informed promptly of any material changes to the core engagement team described above, including the addition of any partner-level attorneys or the departure of any core team member. Additional timekeepers assigned to the matter will be billed at their standard hourly rates, which will be communicated to the Company in advance of those individuals commencing work on the matter. The Firm will endeavor to staff the engagement efficiently and to avoid unnecessary duplication of effort, consistent with the Firm's professional obligations and the demands of the case.

4. Billing Rates and Fee Arrangements

4.1 Hourly Rates

The Firm will bill for professional services rendered in this engagement on an hourly basis. The following hourly rates apply to the core members of the engagement team:

Paralegal and legal assistant time will be billed at hourly rates ranging from $350 to $550 per hour, depending on the level of experience and specialization of the individual. A schedule of current paralegal rates is available upon request.

The rates set forth above are effective as of the date of this letter. The Firm's standard hourly rates are subject to the Firm's annual rate adjustment, which is typically effective January 1 of each calendar year. The Company will receive no fewer than thirty (30) days' advance written notice of any change to the hourly rates applicable to this engagement. Any rate adjustment will apply only to services rendered on or after the effective date of the new rates.

4.2 Fee Estimate

Based on the current posture of the case and the anticipated scope of work through the conclusion of the evidentiary hearing on the FTC's Motion for Preliminary Injunction, currently scheduled for September 8, 2025, the Firm estimates that total professional fees for the District Court Action through the preliminary injunction stage will be in the range of $3,200,000 to $4,500,000. This estimate is based on an anticipated total of approximately 2,200 to 3,000 attorney hours over the projected duration of the engagement through the preliminary injunction hearing.

This fee estimate is provided solely for the Company's planning and budgeting purposes and does not constitute a cap, ceiling, guarantee, or fixed-fee arrangement. Actual fees will depend on range factors, including, without limitation, the scope and complexity of the proceedings as they develop, the volume and contentiousness of discovery, the number and nature of motions filed by either party, the extent of expert preparation and testimony, the duration of the evidentiary hearing, and any unforeseen developments in the litigation. The Firm will keep the Company informed of the status of fees and will provide updated estimates as circumstances warrant.

The fee estimate set forth above does not include the following:

(a) Expert consultant and testifying expert costs (addressed separately in Section 4.3 below);

(b) Court costs, filing fees, transcript costs, and other out-of-pocket disbursements;

(d) Electronic discovery vendor costs and technology charges;

(e) Fees for the FTC administrative proceeding, Docket No. 9438, in the event that the Administrative Proceeding proceeds separately or independently of the District Court Action;

(f) Fees for any appellate proceedings arising from the District Court's ruling; and

(g) Fees for any consent decree negotiations or settlement discussions with FTC staff, if authorized by the Company.

4.3 Expert and Consultant Costs

The Firm has identified Brindoval Analytics LLC, a Washington, D.C.-based economic consulting firm specializing in antitrust economics, as the recommended expert consulting firm for this engagement. Brindoval Analytics will be retained to provide economic analysis and expert testimony in connection with market definition, competitive effects, and other economic issues arising in the FTC's challenge to the proposed acquisition.

The following individuals at Brindoval Analytics will serve as experts in this matter:

(a) Dr. Priya Ramanathan, Managing Director, Brindoval Analytics LLC. Dr. Ramanathan will serve as the testifying expert on behalf of Cascade and will prepare an expert report and testify at the preliminary injunction evidentiary hearing regarding market definition, competitive effects, and the likely impact of the proposed acquisition on competition and consumers.

(b) Dr. Lucas Engström, Senior Economist, Brindoval Analytics LLC. Dr. Engström will serve in a consulting capacity, supporting Dr. Ramanathan's analysis and providing additional economic analysis as needed. Dr. Engström's work will be conducted under the protection of the work-product doctrine and the consulting expert privilege, and he is not expected to testify.

The anticipated budget for Brindoval Analytics through the conclusion of the preliminary injunction evidentiary hearing is $1,800,000 (flat fee), plus reasonable out-of-pocket expenses incurred by Brindoval Analytics in connection with its work on this matter. Brindoval Analytics will be retained pursuant to a separate expert retention agreement to be entered into between the Firm (on behalf of Cascade) and Brindoval Analytics. The Company will be provided with a copy of the expert retention agreement for its review and approval prior to execution.

Expert costs incurred by Brindoval Analytics may be billed directly to the Company by Brindoval Analytics, or, at the Company's election, passed through as a disbursement on the Firm's monthly invoices. The Company should advise the Firm of its preference in this regard promptly upon execution of this engagement letter.

5. Billing and Payment Terms

5.1 Invoicing. The Firm will submit monthly invoices for professional fees and disbursements incurred in connection with this engagement. Invoices will be prepared and submitted on or about the fifteenth (15th) day of each month for services rendered and disbursements incurred during the preceding calendar month.

Each invoice will include reasonably detailed descriptions of the work performed, the identity of the timekeeper who performed the work, the number of hours expended by each timekeeper, and the applicable hourly rate. Disbursements will be separately itemized. The Firm's invoices will comply with the Company's outside counsel billing guidelines to the extent such guidelines have been provided to the Firm and are consistent with the terms of this engagement letter.

All invoices will be sent to the attention of Mr. Jerome Weston, General Counsel and Corporate Secretary, Cascade Retail Holdings Inc., at the address set forth above, or to such other address or individual as the Company may designate in writing from time to time. The Firm will also provide electronic copies of invoices by email to such addresses as the Company may designate.

5.2 Payment Terms

Invoices are due and payable within thirty (30) days of the invoice date. The Company agrees to review and process invoices promptly upon receipt and to notify the Firm within fifteen (15) days of receipt of any billing questions, disputes, or requests for additional detail. Any undisputed amounts shall be paid within the thirty (30) day payment period.

Late payments will accrue interest at the rate of 1.0% per month (equivalent to 12% per annum) on any unpaid balance remaining beyond thirty (30) days from the invoice date, to the extent permitted by applicable law. The Firm reserves the right to suspend work on this matter in the event that any invoice remains unpaid for more than sixty (60) days, subject to the Firm's professional obligations under applicable rules of professional conduct and any applicable court orders.

5.3 Retainer. The Company agrees to provide an initial retainer in the amount of Five Hundred Thousand Dollars ($500,000) upon execution of this engagement letter. The retainer will be deposited into and held in the Firm's client trust account (IOLTA account) in accordance with the applicable rules governing attorney trust accounts. The retainer will be held as security for the Company's payment obligations under this engagement letter and will not be applied against invoices as they are submitted during the course of the engagement. Instead, the retainer may be applied against the final invoice or invoices issued upon conclusion or termination of the engagement, or at such other time as may be mutually agreed by the parties.

The Firm reserves the right to request replenishment of the retainer in the event that the retainer balance falls below One Hundred Thousand Dollars ($100,000) at any time during the engagement, whether as a result of application against invoices or otherwise. Any request for replenishment will be made in writing, and the Company agrees to replenish the retainer to its original amount within fifteen (15) days of such request. Any unused portion of the retainer will be refunded to the Company promptly upon conclusion of the engagement and payment of all outstanding invoices.

5.4 Disbursements. In addition to professional fees, the Company will be responsible for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) Court filing fees and service of process costs;

(b) Deposition transcript costs and videography fees;

(c) Travel expenses, including airfare, hotel accommodations, ground transportation, and meals, incurred by the Firm's attorneys and staff in connection with travel to and from court hearings, depositions, meetings, and other case-related events;

(d) Copying, printing, and document reproduction costs;

(e) Electronic discovery vendor costs, including costs associated with data collection, processing, hosting, review platforms, and production;

(f) Messenger, courier, and overnight delivery services;

(g) Telecommunications charges, including long-distance telephone calls and conference call services;

(h) Expert witness fees and expenses, to the extent not billed directly to the Company by the expert; and

(i) Other reasonable costs and expenses incurred in connection with the representation, as approved by the Company.

All disbursements will be separately itemized on the Firm's monthly invoices with sufficient detail to permit the Company to review and verify the charges. For any single disbursement exceeding $25,000, the Firm will obtain the Company's prior written approval before incurring the expense, except in cases of genuine urgency where such advance approval is not reasonably practicable, in which case the Firm will notify the Company as soon as possible.

6. Client Identification and Relationship

The Firm's client in this engagement is Cascade Retail Holdings Inc., and the Firm's duties of loyalty, confidentiality, and competent representation run to Cascade Retail Holdings Inc. as an entity. The Firm does not represent, and is not engaged to represent, any officer, director, employee, shareholder, or affiliate of Cascade in their individual capacity in connection with this matter. In the event that any individual associated with Cascade requires separate legal representation in connection with this matter or any related proceeding, such individual should retain independent counsel.

Pinnacle Market Group Inc. is a co-defendant in the District Court Action (Case No. 2:25-cv-01087-RAJ) and is represented by its own counsel, Whitfield, Greer & Tanaka LLP, based in Austin, Texas. Pinnacle is not a client of Calderwood & Harkness LLP in this engagement or otherwise. While the Firm expects to coordinate closely with Pinnacle's counsel in connection with the joint defense of the District Court Action, the interests of Cascade and Pinnacle may not be identical in all respects, and the Firm's duties run exclusively to Cascade. Communications and information shared between the Firm (on behalf of Cascade) and Whitfield, Greer & Tanaka LLP (on behalf of Pinnacle) will be governed by a joint defense agreement and/or common interest agreement (the "JDA") to be negotiated and entered into between the parties. The JDA will set forth the terms governing the sharing of privileged and work-product protected information and will provide that such sharing does not constitute a waiver of any applicable privilege.

The Firm does not represent CRH Merger Sub Inc. or any other subsidiary, affiliate, parent company, or related entity of Cascade, unless such representation is expressly agreed to in writing by both the Firm and the Company. If circumstances arise during the engagement that make it advisable for the Firm to represent any such related entity, the parties will negotiate and execute an appropriate amendment to this engagement letter or a separate engagement letter.

7. Conflicts of Interest

7.1 Conflicts Check

The Firm has conducted a thorough conflicts check in accordance with its standard conflicts clearance procedures and the requirements of the District of Columbia Rules of Professional Conduct. Based on that check, the Firm confirms the following:

(a) The Firm does not currently represent, and has not previously represented, any of the following entities or individuals in any matter that would give rise to a conflict of interest with respect to this engagement: Vertex Commerce Inc.; Nomad Shops LLC; Brevity Social Commerce Inc.; Trove Marketplace Inc.; the Independent Online Sellers Alliance ("IOSA"); Galloway & Peck LLP; or the Federal Trade Commission.

(b) The Firm does not currently represent Pinnacle Market Group Inc. or Whitfield, Greer & Tanaka LLP in any capacity.

(c) The Firm is not aware of any other relationship, representation, or interest that would give rise to a conflict of interest or a duty of disclosure with respect to this engagement.

If the Company is aware of any additional entities or individuals that should be included in the Firm's conflicts check, please advise Mr. Bellamy or Ms. Forsythe promptly so that the Firm may conduct additional screening.

7.2 Advance Waiver

The Company acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with attorneys practicing across multiple jurisdictions and in a wide range of practice areas. The Company understands and acknowledges that other attorneys in the Firm may currently represent, or may in the future undertake to represent, other entities or individuals in matters that are unrelated to this engagement. The Company consents to the Firm's continued and future representation of other clients in matters that satisfy all of the following conditions:

(a) The matter is not substantially related to this engagement or to the subject matter of the FTC's challenge to the proposed Cascade/Pinnacle acquisition;

(b) The representation does not involve taking a position directly adverse to Cascade Retail Holdings Inc. in the same proceeding or transaction in which the Firm is representing Cascade; and

(c) No confidential information obtained by the Firm in the course of this engagement is used in connection with such other representation.

This advance waiver is intended to permit the Firm to continue its broad-based practice without unnecessary restrictions, while preserving the Company's right to loyal and conflict-free representation in the matters covered by this engagement. Should any actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify the Company in writing and will take appropriate steps to address the conflict, which may include seeking the Company's informed written consent to continued representation, implementing appropriate ethical screens within the Firm, or, if the conflict cannot be waived or adequately addressed, withdrawing from the conflicted matter. The Firm will not proceed with any representation that creates an actual conflict with this engagement without the Company's prior informed written consent.

8. Confidentiality and Privilege

All communications between the Firm and the Company, and all work product prepared by the Firm, in connection with this engagement are intended to be privileged and confidential under the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection. The Firm will take all reasonable steps to protect the confidentiality of such communications and work product, including implementing appropriate security measures for the storage and transmission of privileged materials.

The Company agrees to take reasonable steps to maintain the confidentiality of privileged communications and to preserve the attorney-client privilege and work-product protection with respect to all materials and communications received from the Firm. In particular, the Company agrees to limit the internal distribution of legal advice, memoranda, and other privileged materials to those officers, directors, employees, and agents of the Company who have a need to know the information in connection with the matters covered by this engagement. The Company should consult with the Firm before forwarding or disclosing any privileged materials to third parties, including the Company's other outside counsel, auditors, or financial advisors, to ensure that appropriate measures are in place to preserve the applicable privileges.

Information shared under the joint defense agreement and/or common interest agreement with Pinnacle's counsel, Whitfield, Greer & Tanaka LLP, shall be treated in accordance with the terms of that agreement. The sharing of privileged or work-product protected information pursuant to and in compliance with the terms of the JDA shall not constitute a waiver of any applicable privilege or protection, consistent with the common interest doctrine.

9. Document Retention

The Firm will maintain client files, including correspondence, pleadings, memoranda, work product, and other materials generated or received in connection with this engagement, in accordance with the Firm's standard document retention policies. The Firm may maintain files in physical or electronic format, or a combination thereof, in its discretion.

Upon conclusion of the engagement (whether by completion of the representation, termination, or otherwise), the Company may request that the Firm return client files and original documents to the Company. Such requests should be made in writing within ninety (90) days of the conclusion of the engagement. The Firm will comply with such requests within a reasonable time, subject to the Firm's right to retain copies of files for its own records and to comply with its professional obligations.

In the absence of a written request from the Company for the return of files, the Firm will retain client files for a period of ten (10) years from the date the matter is formally closed in the Firm's records. Upon expiration of that ten-year retention period, the Firm may destroy or dispose of the files in accordance with its standard procedures without further notice to the Company. The Company acknowledges and agrees that the Firm shall have no liability for the destruction of files in accordance with this provision.

10. Termination of Engagement

Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company will remain obligated to pay for all professional fees and disbursements incurred through the date of termination, including any fees and disbursements incurred in connection with the orderly transition of the matter to successor counsel.

If the Firm elects to withdraw from the engagement, the Firm will do so in a manner consistent with its professional obligations under applicable rules of professional conduct and any applicable court rules or orders, including providing reasonable advance notice to the Company to permit the Company to retain successor counsel and to avoid prejudice to the Company's interests. The Firm will, upon termination or withdrawal, cooperate with successor counsel in the transition of the matter, including providing access to files and work product, subject to the Company's satisfaction of all outstanding payment obligations.

The Firm's obligation to represent the Company under this engagement letter does not extend beyond the scope described in Section 2 above and will conclude upon the final disposition of the preliminary injunction proceeding in the District Court Action and the resolution of the related Administrative Proceeding (whether by stay, dismissal, settlement, or otherwise), unless the parties mutually agree in writing to extend the scope of the engagement. For the avoidance of doubt, the entry of the District Court's order on the FTC's Motion for Preliminary Injunction shall not automatically terminate this engagement if further proceedings remain within the scope described in Section 2, including any post-hearing briefing or proceedings in the Administrative Proceeding.

11. Limitation of Liability

The Company agrees that the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this matter, except in cases of the Firm's willful misconduct or gross negligence. This limitation of liability applies to the Firm and to each of its partners, associates, employees, and agents individually.

This limitation of liability does not apply to any obligation of the Firm to return the Company's retainer or unused portions thereof, nor does it limit any right of the Company to seek fee disgorgement or similar relief in the event of a material breach of the Firm's professional obligations.

12. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree that the State of New York has a substantial relationship to the parties and to this engagement, and that the application of New York law is appropriate.

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Company under this engagement letter, including any dispute regarding fees, the scope of the engagement, or the Firm's professional performance, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's procedures. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.

Notwithstanding the foregoing, nothing in this Section shall preclude either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo pending arbitration, to the extent such relief is necessary to prevent irreparable harm.

13. No Guarantee of Outcome

The Company acknowledges and agrees that the Firm has made no promises, assurances, or guarantees regarding the outcome of the District Court Action, the Administrative Proceeding, or any other aspect of the litigation or the proposed transaction. While the Firm will exercise its best professional judgment and devote its full efforts to the defense of the Company's interests, the outcome of litigation is inherently uncertain and depends on a wide range of factors, many of which are beyond the Firm's control, including the decisions of the Court, the conduct of opposing parties and counsel, and the evolving factual and legal landscape.

Any expressions of professional opinion regarding the likely outcome of the proceedings, the strength or weakness of particular arguments or positions, or the probable course of the litigation are based on the Firm's professional judgment and the information available at the time such opinions are expressed. Such expressions of opinion do not constitute a guarantee or warranty of any particular result and should not be relied upon as such.

14. Entire Agreement / Amendments

This engagement letter, together with any enclosures referenced herein (including the Firm's standard Outside Counsel Billing Guidelines), constitutes the entire agreement between the Firm and the Company regarding the terms and conditions of this engagement and supersedes all prior discussions, negotiations, understandings, and communications between the parties, whether oral or written, relating to the subject matter hereof.

No modification, amendment, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by an authorized representative of each party. No oral agreement or course of dealing between the parties shall be deemed to modify or amend the terms of this engagement letter.

15. Acceptance and Execution

If the foregoing terms are acceptable to the Company, please sign and return the enclosed duplicate original of this engagement letter to my attention at the address set forth above, or by email to hbellamy@calderwoodharkness.com, to confirm the Company's agreement to the terms set forth herein. Please also arrange for the transfer of the initial retainer of $500,000 to the Firm's client trust account in accordance with Section 5.3 above; wiring instructions will be provided separately.

Upon execution by both parties, this letter will constitute a binding agreement between the Firm and the Company governing the terms and conditions of this engagement. The Firm will commence work on this matter immediately upon receipt of the executed engagement letter and the initial retainer.

We look forward to working with you and the Cascade team on this important matter. Please do not hesitate to contact me or Elaine Forsythe if you have any questions regarding the terms of this letter or any other aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-7412

Email: hbellamy@calderwoodharkness.com

ACKNOWLEDGED AND AGREED

The undersigned, duly authorized to act on behalf of Cascade Retail Holdings Inc., hereby acknowledges receipt of this engagement letter, confirms agreement to the terms and conditions set forth herein, and authorizes Calderwood & Harkness LLP to proceed with the engagement described above.

CASCADE RETAIL HOLDINGS INC.

By: ________

Name: Jerome Weston

Title: General Counsel and Corporate Secretary

Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109

Date: ________

Enclosures:

1. Duplicate original of this Engagement Letter for countersignature

2. Firm's standard Outside Counsel Billing Guidelines

cc: Margaret Thornberry, CEO & Chairwoman, Cascade Retail Holdings Inc. cc: Elaine Forsythe, Partner, Calderwood & Harkness LLP cc: Elliot Nguyen, Senior Associate, Calderwood & Harkness LLP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This engagement letter and all attachments are intended for the sole use of the addressee and contain information that is privileged and confidential. Any unauthorized review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please contact the sender immediately and destroy all copies of this communication.

Timekeeper	Role	Rate (per hour)
Howard Bellamy	Partner	$1,850
Elaine Forsythe	Partner	$1,750
Elliot Nguyen	Senior Associate	$1,150
Aaron Liu	Associate	$950

CALDERWOOD & HARKNESS LLP Attorneys at Law
1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-7400 Facsimile: (202) 555-7401
New York · 280 Park Avenue, 38th Floor, New York, NY 10017 San Francisco · 555 California Street, Suite 2700, San Francisco, CA 94104 Seattle · 901 Fifth Avenue, Suite 4100, Seattle, WA 98164 Chicago
June 25, 2025
VIA HAND DELIVERY AND ELECTRONIC MAIL
Mr. Jerome Weston General Counsel and Corporate Secretary Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109
Re: Engagement of Calderwood & Harkness LLP as Lead Defense Counsel — Federal Trade Commission v. Cascade Retail Holdings Inc. et al., Case No. 2:25-cv-01087-RAJ (U.S. District Court for the Western District of Washington, Seattle Division); and related FTC Administrative Proceeding, Docket No. 9438
Our Matter No.: 1038-00001
Dear Mr. Weston:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm its engagement by Cascade Retail Holdings Inc. ("Cascade," "CRH," or "the Company"), a Delaware corporation headquartered in Seattle, Washington, as lead defense counsel in the above-referenced matters. This letter sets forth the terms and conditions governing the Firm's representation of Cascade in connection with the proceedings described herein and, together with the enclosed Firm billing guidelines, constitutes the agreement between the Firm and the Company concerning the scope, terms, and conditions of this engagement.
As the Company is aware, on June 23, 2025, the Federal Trade Commission (the "FTC" or the "Commission") filed a complaint in the United States District Court for the Western District of Washington, Seattle Division, assigned to the Honorable Richard A. Johannsen, bearing Docket No. 2:25-cv-01087-RAJ (the "District Court Action"). In the District Court Action, the FTC seeks a preliminary injunction pursuant to Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to block the consummation of Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle" or "PMG"), a Delaware corporation headquartered in Austin, Texas. The FTC's complaint alleges that the proposed transaction would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, by substantially lessening competition or tending to create a monopoly in one or more relevant markets.
In addition, on June 20, 2025, the Commission issued a related administrative complaint, bearing Docket No. 9438 (the "Administrative Proceeding"), initiating an adjudicative proceeding before the Commission regarding the same proposed transaction.
The proposed acquisition was publicly announced on March 17, 2025, and is governed by an Agreement and Plan of Merger dated March 14, 2025 (the "Merger Agreement"), by and among Cascade Retail Holdings Inc., CRH Merger Sub Inc. (a wholly owned subsidiary of Cascade formed for purposes of the transaction), and Pinnacle Market Group Inc. The Merger Agreement contemplates an all-cash reverse triangular merger in which CRH Merger Sub Inc. will be merged with and into Pinnacle, with Pinnacle surviving as a wholly owned subsidiary of Cascade, for aggregate consideration of approximately $4.7 billion.
The Firm is honored by the confidence the Company has placed in Calderwood & Harkness and is committed to providing the highest quality of legal representation in defense of these proceedings.
2. Scope of Engagement
2.1 District Court Litigation
The Firm's engagement encompasses the defense of the FTC's complaint in Case No. 2:25-cv-01087-RAJ, including, without limitation, the following:
(a) Defense of the FTC's complaint seeking a preliminary injunction to block the consummation of the proposed acquisition, including all pretrial proceedings, discovery (both written and oral), motion practice, expert retention and preparation, and the evidentiary hearing on the FTC's Motion for Preliminary Injunction, which is currently scheduled to commence on September 8, 2025, before the Honorable Richard A. Johannsen;
(b) Preparation and filing of all responsive pleadings, including Cascade's Answer to the FTC's Complaint, and any counterclaims, cross-claims, or third-party claims, if applicable;
(c) Preparation and filing of Cascade's Opposition to the FTC's Motion for Preliminary Injunction, which is currently due on August 11, 2025, pursuant to the Court's Scheduling Order, including supporting memoranda of law, declarations, exhibits, and proposed findings of fact and conclusions of law;
(d) Any Daubert motions or other evidentiary motions challenging the admissibility of expert testimony, as well as defense of any such motions directed at Cascade's experts;
(e) Management and oversight of all fact and expert discovery, including preparation and defense of depositions, preparation and response to document requests, interrogatories, and requests for admission, and management of the electronic discovery process, including engagement and supervision of third-party e-discovery vendors;
(f) Coordination with the defense counsel for Pinnacle Market Group Inc., Whitfield, Greer & Tanaka LLP (Austin, Texas), including the negotiation and execution of a joint defense agreement and/or common interest agreement between Cascade and Pinnacle, and ongoing strategic coordination between the co-defendants' litigation teams throughout the pendency of the District Court Action; and
(g) Attendance at all court hearings, status conferences, and other proceedings before the Court in connection with the preliminary injunction proceeding.
2.2 FTC Administrative Proceeding
The Firm's engagement further encompasses representation of the Company in the related FTC administrative proceeding, Docket No. 9438, to the extent that proceedings run in parallel with the District Court Action. As of the date of this letter, the Administrative Proceeding has been stayed by the Commission pending the District Court's ruling on the FTC's Motion for Preliminary Injunction, consistent with customary FTC practice in merger challenges. Notwithstanding the stay, the Firm will remain engaged to monitor the Administrative Proceeding and to respond to any developments as necessary, including opposing any motions to lift the stay, addressing scheduling and procedural matters, and preparing for trial before an Administrative Law Judge in the event that such proceedings are resumed.
2.3 Excluded Matters
The following matters are expressly excluded from the scope of this engagement:
(a) Representation of the Company in connection with the underlying merger transaction itself, including negotiation or amendment of the Merger Agreement, HSR Act compliance and second request matters (to the extent resolved prior to the commencement of this engagement), regulatory filings, or other transactional matters. The Company's transaction counsel for the proposed acquisition is Harmon Ridgeway & Strauss LLP, New York, New York, and the Firm understands that Harmon Ridgeway & Strauss LLP will continue to serve in that capacity;
(b) Representation of the Company in connection with any securities law matters, including any SEC filings, shareholder communications, or disclosure obligations arising from the litigation or the transaction;
(c) Representation of the Company in connection with any financing arrangements related to the proposed acquisition;
(d) Representation of the Company in any shareholder litigation, derivative actions, or other proceedings brought by shareholders or other third parties in connection with the proposed acquisition or the FTC challenge;
(e) Any appellate proceedings arising from the District Court's ruling on the preliminary injunction motion or any other order entered in the District Court Action, which would require a separate scope agreement and fee estimate to be negotiated and executed between the Firm and the Company prior to the commencement of any such appellate work; and
(f) Any consent decree negotiations, settlement discussions, or remedy proposals with FTC staff or Commissioners, which shall be within the scope of this engagement only if expressly authorized in writing by the Company. The Firm will, however, advise the Company regarding settlement strategy and the advisability of engaging in such discussions, should the Company wish to explore that option.
In the event that the Company wishes to engage the Firm to provide services in connection with any of the foregoing excluded matters, the parties will negotiate a separate engagement letter or amendment to this letter setting forth the scope, terms, and conditions of such additional representation.
3. Engagement Team
3.1 Responsible Partner
Howard Bellamy, Partner in the Firm's Antitrust & Competition Practice Group, based in the Washington, D.C. office, will serve as the Responsible Partner for this engagement. Mr. Bellamy will serve as the primary client contact and will have overall responsibility for the engagement, including strategic direction of the defense, supervision of the engagement team, and coordination with the Company's management and in-house legal department. Mr. Bellamy has over twenty-five years of experience representing parties in federal antitrust merger litigation, including defense of FTC and DOJ merger challenges in federal court and before the Commission.
3.2 Billing Partner
Elaine Forsythe, Partner in the Firm's Antitrust & Competition Practice Group, based in the Washington, D.C. office, will serve as the Billing Partner for this engagement. Ms. Forsythe will co-lead the substantive briefing and motion practice efforts, including the preparation of Cascade's Opposition to the FTC's Motion for Preliminary Injunction and any related evidentiary motions. Ms. Forsythe will also serve as the secondary client contact and will be responsible for billing administration and coordination with the Company's legal department regarding invoicing and fee matters.
3.3 Associates.  The following associates will serve as members of the core engagement team:
(a) Elliot Nguyen, Senior Associate, Antitrust & Competition Practice Group, Washington, D.C. office. Mr. Nguyen will serve as the Lead Associate on this engagement and will be responsible for day-to-day case management, discovery coordination, deposition preparation, and substantive briefing. Mr. Nguyen will report directly to Mr. Bellamy and Ms. Forsythe and will serve as the primary point of contact for routine case management matters.
(b) Aaron Liu, Associate, Antitrust & Competition Practice Group, San Francisco office. Mr. Liu will serve as a Working Associate on this engagement, supporting the team with legal research, discovery review and production, and motion practice. Mr. Liu will coordinate with Mr. Nguyen on day-to-day matters and will be available for travel to Washington, D.C. and Seattle as the matter requires.
3.4 Additional Personnel
The Firm may, as the matter requires and as the scope of the engagement develops, assign additional attorneys, paralegals, litigation support specialists, and other support staff to this engagement. The Company will be informed promptly of any material changes to the core engagement team described above, including the addition of any partner-level attorneys or the departure of any core team member. Additional timekeepers assigned to the matter will be billed at their standard hourly rates, which will be communicated to the Company in advance of those individuals commencing work on the matter. The Firm will endeavor to staff the engagement efficiently and to avoid unnecessary duplication of effort, consistent with the Firm's professional obligations and the demands of the case.
4. Billing Rates and Fee Arrangements
4.1 Hourly Rates
The Firm will bill for professional services rendered in this engagement on an hourly basis. The following hourly rates apply to the core members of the engagement team:
Paralegal and legal assistant time will be billed at hourly rates ranging from $350 to $550 per hour, depending on the level of experience and specialization of the individual. A schedule of current paralegal rates is available upon request.
The rates set forth above are effective as of the date of this letter. The Firm's standard hourly rates are subject to the Firm's annual rate adjustment, which is typically effective January 1 of each calendar year. The Company will receive no fewer than thirty (30) days' advance written notice of any change to the hourly rates applicable to this engagement. Any rate adjustment will apply only to services rendered on or after the effective date of the new rates.
4.2 Fee Estimate
Based on the current posture of the case and the anticipated scope of work through the conclusion of the evidentiary hearing on the FTC's Motion for Preliminary Injunction, currently scheduled for September 8, 2025, the Firm estimates that total professional fees for the District Court Action through the preliminary injunction stage will be in the range of $3,200,000 to $4,500,000. This estimate is based on an anticipated total of approximately 2,200 to 3,000 attorney hours over the projected duration of the engagement through the preliminary injunction hearing.
This fee estimate is provided solely for the Company's planning and budgeting purposes and does not constitute a cap, ceiling, guarantee, or fixed-fee arrangement. Actual fees will depend on range factors, including, without limitation, the scope and complexity of the proceedings as they develop, the volume and contentiousness of discovery, the number and nature of motions filed by either party, the extent of expert preparation and testimony, the duration of the evidentiary hearing, and any unforeseen developments in the litigation. The Firm will keep the Company informed of the status of fees and will provide updated estimates as circumstances warrant.
The fee estimate set forth above does not include the following:
(a) Expert consultant and testifying expert costs (addressed separately in Section 4.3 below);
(b) Court costs, filing fees, transcript costs, and other out-of-pocket disbursements;
(c) Travel expenses, including airfare, lodging, ground transportation, and meals;
(d) Electronic discovery vendor costs and technology charges;
(e) Fees for the FTC administrative proceeding, Docket No. 9438, in the event that the Administrative Proceeding proceeds separately or independently of the District Court Action;
(f) Fees for any appellate proceedings arising from the District Court's ruling; and
(g) Fees for any consent decree negotiations or settlement discussions with FTC staff, if authorized by the Company.
4.3 Expert and Consultant Costs
The Firm has identified Brindoval Analytics LLC, a Washington, D.C.-based economic consulting firm specializing in antitrust economics, as the recommended expert consulting firm for this engagement. Brindoval Analytics will be retained to provide economic analysis and expert testimony in connection with market definition, competitive effects, and other economic issues arising in the FTC's challenge to the proposed acquisition.
The following individuals at Brindoval Analytics will serve as experts in this matter:
(a) Dr. Priya Ramanathan, Managing Director, Brindoval Analytics LLC. Dr. Ramanathan will serve as the testifying expert on behalf of Cascade and will prepare an expert report and testify at the preliminary injunction evidentiary hearing regarding market definition, competitive effects, and the likely impact of the proposed acquisition on competition and consumers.
(b) Dr. Lucas Engström, Senior Economist, Brindoval Analytics LLC. Dr. Engström will serve in a consulting capacity, supporting Dr. Ramanathan's analysis and providing additional economic analysis as needed. Dr. Engström's work will be conducted under the protection of the work-product doctrine and the consulting expert privilege, and he is not expected to testify.
The anticipated budget for Brindoval Analytics through the conclusion of the preliminary injunction evidentiary hearing is $1,800,000 (flat fee), plus reasonable out-of-pocket expenses incurred by Brindoval Analytics in connection with its work on this matter. Brindoval Analytics will be retained pursuant to a separate expert retention agreement to be entered into between the Firm (on behalf of Cascade) and Brindoval Analytics. The Company will be provided with a copy of the expert retention agreement for its review and approval prior to execution.
Expert costs incurred by Brindoval Analytics may be billed directly to the Company by Brindoval Analytics, or, at the Company's election, passed through as a disbursement on the Firm's monthly invoices. The Company should advise the Firm of its preference in this regard promptly upon execution of this engagement letter.
5. Billing and Payment Terms
5.1 Invoicing.  The Firm will submit monthly invoices for professional fees and disbursements incurred in connection with this engagement. Invoices will be prepared and submitted on or about the fifteenth (15th) day of each month for services rendered and disbursements incurred during the preceding calendar month.
Each invoice will include reasonably detailed descriptions of the work performed, the identity of the timekeeper who performed the work, the number of hours expended by each timekeeper, and the applicable hourly rate. Disbursements will be separately itemized. The Firm's invoices will comply with the Company's outside counsel billing guidelines to the extent such guidelines have been provided to the Firm and are consistent with the terms of this engagement letter.
All invoices will be sent to the attention of Mr. Jerome Weston, General Counsel and Corporate Secretary, Cascade Retail Holdings Inc., at the address set forth above, or to such other address or individual as the Company may designate in writing from time to time. The Firm will also provide electronic copies of invoices by email to such addresses as the Company may designate.
5.2 Payment Terms
Invoices are due and payable within thirty (30) days of the invoice date. The Company agrees to review and process invoices promptly upon receipt and to notify the Firm within fifteen (15) days of receipt of any billing questions, disputes, or requests for additional detail. Any undisputed amounts shall be paid within the thirty (30) day payment period.
Late payments will accrue interest at the rate of 1.0% per month (equivalent to 12% per annum) on any unpaid balance remaining beyond thirty (30) days from the invoice date, to the extent permitted by applicable law. The Firm reserves the right to suspend work on this matter in the event that any invoice remains unpaid for more than sixty (60) days, subject to the Firm's professional obligations under applicable rules of professional conduct and any applicable court orders.
5.3 Retainer.  The Company agrees to provide an initial retainer in the amount of Five Hundred Thousand Dollars ($500,000) upon execution of this engagement letter. The retainer will be deposited into and held in the Firm's client trust account (IOLTA account) in accordance with the applicable rules governing attorney trust accounts. The retainer will be held as security for the Company's payment obligations under this engagement letter and will not be applied against invoices as they are submitted during the course of the engagement. Instead, the retainer may be applied against the final invoice or invoices issued upon conclusion or termination of the engagement, or at such other time as may be mutually agreed by the parties.
The Firm reserves the right to request replenishment of the retainer in the event that the retainer balance falls below One Hundred Thousand Dollars ($100,000) at any time during the engagement, whether as a result of application against invoices or otherwise. Any request for replenishment will be made in writing, and the Company agrees to replenish the retainer to its original amount within fifteen (15) days of such request. Any unused portion of the retainer will be refunded to the Company promptly upon conclusion of the engagement and payment of all outstanding invoices.
5.4 Disbursements.  In addition to professional fees, the Company will be responsible for all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) Court filing fees and service of process costs;
(b) Deposition transcript costs and videography fees;
(c) Travel expenses, including airfare, hotel accommodations, ground transportation, and meals, incurred by the Firm's attorneys and staff in connection with travel to and from court hearings, depositions, meetings, and other case-related events;
(d) Copying, printing, and document reproduction costs;
(e) Electronic discovery vendor costs, including costs associated with data collection, processing, hosting, review platforms, and production;
(f) Messenger, courier, and overnight delivery services;
(g) Telecommunications charges, including long-distance telephone calls and conference call services;
(h) Expert witness fees and expenses, to the extent not billed directly to the Company by the expert; and
(i) Other reasonable costs and expenses incurred in connection with the representation, as approved by the Company.
All disbursements will be separately itemized on the Firm's monthly invoices with sufficient detail to permit the Company to review and verify the charges. For any single disbursement exceeding $25,000, the Firm will obtain the Company's prior written approval before incurring the expense, except in cases of genuine urgency where such advance approval is not reasonably practicable, in which case the Firm will notify the Company as soon as possible.
6. Client Identification and Relationship
The Firm's client in this engagement is Cascade Retail Holdings Inc., and the Firm's duties of loyalty, confidentiality, and competent representation run to Cascade Retail Holdings Inc. as an entity. The Firm does not represent, and is not engaged to represent, any officer, director, employee, shareholder, or affiliate of Cascade in their individual capacity in connection with this matter. In the event that any individual associated with Cascade requires separate legal representation in connection with this matter or any related proceeding, such individual should retain independent counsel.
Pinnacle Market Group Inc. is a co-defendant in the District Court Action (Case No. 2:25-cv-01087-RAJ) and is represented by its own counsel, Whitfield, Greer & Tanaka LLP, based in Austin, Texas. Pinnacle is not a client of Calderwood & Harkness LLP in this engagement or otherwise. While the Firm expects to coordinate closely with Pinnacle's counsel in connection with the joint defense of the District Court Action, the interests of Cascade and Pinnacle may not be identical in all respects, and the Firm's duties run exclusively to Cascade. Communications and information shared between the Firm (on behalf of Cascade) and Whitfield, Greer & Tanaka LLP (on behalf of Pinnacle) will be governed by a joint defense agreement and/or common interest agreement (the "JDA") to be negotiated and entered into between the parties. The JDA will set forth the terms governing the sharing of privileged and work-product protected information and will provide that such sharing does not constitute a waiver of any applicable privilege.
The Firm does not represent CRH Merger Sub Inc. or any other subsidiary, affiliate, parent company, or related entity of Cascade, unless such representation is expressly agreed to in writing by both the Firm and the Company. If circumstances arise during the engagement that make it advisable for the Firm to represent any such related entity, the parties will negotiate and execute an appropriate amendment to this engagement letter or a separate engagement letter.
7. Conflicts of Interest
7.1 Conflicts Check
The Firm has conducted a thorough conflicts check in accordance with its standard conflicts clearance procedures and the requirements of the District of Columbia Rules of Professional Conduct. Based on that check, the Firm confirms the following:
(a) The Firm does not currently represent, and has not previously represented, any of the following entities or individuals in any matter that would give rise to a conflict of interest with respect to this engagement: Vertex Commerce Inc.; Nomad Shops LLC; Brevity Social Commerce Inc.; Trove Marketplace Inc.; the Independent Online Sellers Alliance ("IOSA"); Galloway & Peck LLP; or the Federal Trade Commission.
(b) The Firm does not currently represent Pinnacle Market Group Inc. or Whitfield, Greer & Tanaka LLP in any capacity.
(c) The Firm is not aware of any other relationship, representation, or interest that would give rise to a conflict of interest or a duty of disclosure with respect to this engagement.
If the Company is aware of any additional entities or individuals that should be included in the Firm's conflicts check, please advise Mr. Bellamy or Ms. Forsythe promptly so that the Firm may conduct additional screening.
7.2 Advance Waiver
The Company acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with attorneys practicing across multiple jurisdictions and in a wide range of practice areas. The Company understands and acknowledges that other attorneys in the Firm may currently represent, or may in the future undertake to represent, other entities or individuals in matters that are unrelated to this engagement. The Company consents to the Firm's continued and future representation of other clients in matters that satisfy all of the following conditions:
(a) The matter is not substantially related to this engagement or to the subject matter of the FTC's challenge to the proposed Cascade/Pinnacle acquisition;
(b) The representation does not involve taking a position directly adverse to Cascade Retail Holdings Inc. in the same proceeding or transaction in which the Firm is representing Cascade; and
(c) No confidential information obtained by the Firm in the course of this engagement is used in connection with such other representation.
This advance waiver is intended to permit the Firm to continue its broad-based practice without unnecessary restrictions, while preserving the Company's right to loyal and conflict-free representation in the matters covered by this engagement. Should any actual or potential conflict of interest arise during the course of this engagement, the Firm will promptly notify the Company in writing and will take appropriate steps to address the conflict, which may include seeking the Company's informed written consent to continued representation, implementing appropriate ethical screens within the Firm, or, if the conflict cannot be waived or adequately addressed, withdrawing from the conflicted matter. The Firm will not proceed with any representation that creates an actual conflict with this engagement without the Company's prior informed written consent.
8. Confidentiality and Privilege
All communications between the Firm and the Company, and all work product prepared by the Firm, in connection with this engagement are intended to be privileged and confidential under the attorney-client privilege, the work-product doctrine, and any other applicable privilege or protection. The Firm will take all reasonable steps to protect the confidentiality of such communications and work product, including implementing appropriate security measures for the storage and transmission of privileged materials.
The Company agrees to take reasonable steps to maintain the confidentiality of privileged communications and to preserve the attorney-client privilege and work-product protection with respect to all materials and communications received from the Firm. In particular, the Company agrees to limit the internal distribution of legal advice, memoranda, and other privileged materials to those officers, directors, employees, and agents of the Company who have a need to know the information in connection with the matters covered by this engagement. The Company should consult with the Firm before forwarding or disclosing any privileged materials to third parties, including the Company's other outside counsel, auditors, or financial advisors, to ensure that appropriate measures are in place to preserve the applicable privileges.
Information shared under the joint defense agreement and/or common interest agreement with Pinnacle's counsel, Whitfield, Greer & Tanaka LLP, shall be treated in accordance with the terms of that agreement. The sharing of privileged or work-product protected information pursuant to and in compliance with the terms of the JDA shall not constitute a waiver of any applicable privilege or protection, consistent with the common interest doctrine.
9. Document Retention
The Firm will maintain client files, including correspondence, pleadings, memoranda, work product, and other materials generated or received in connection with this engagement, in accordance with the Firm's standard document retention policies. The Firm may maintain files in physical or electronic format, or a combination thereof, in its discretion.
Upon conclusion of the engagement (whether by completion of the representation, termination, or otherwise), the Company may request that the Firm return client files and original documents to the Company. Such requests should be made in writing within ninety (90) days of the conclusion of the engagement. The Firm will comply with such requests within a reasonable time, subject to the Firm's right to retain copies of files for its own records and to comply with its professional obligations.
In the absence of a written request from the Company for the return of files, the Firm will retain client files for a period of ten (10) years from the date the matter is formally closed in the Firm's records. Upon expiration of that ten-year retention period, the Firm may destroy or dispose of the files in accordance with its standard procedures without further notice to the Company. The Company acknowledges and agrees that the Firm shall have no liability for the destruction of files in accordance with this provision.
10. Termination of Engagement
Either the Company or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Company will remain obligated to pay for all professional fees and disbursements incurred through the date of termination, including any fees and disbursements incurred in connection with the orderly transition of the matter to successor counsel.
If the Firm elects to withdraw from the engagement, the Firm will do so in a manner consistent with its professional obligations under applicable rules of professional conduct and any applicable court rules or orders, including providing reasonable advance notice to the Company to permit the Company to retain successor counsel and to avoid prejudice to the Company's interests. The Firm will, upon termination or withdrawal, cooperate with successor counsel in the transition of the matter, including providing access to files and work product, subject to the Company's satisfaction of all outstanding payment obligations.
The Firm's obligation to represent the Company under this engagement letter does not extend beyond the scope described in Section 2 above and will conclude upon the final disposition of the preliminary injunction proceeding in the District Court Action and the resolution of the related Administrative Proceeding (whether by stay, dismissal, settlement, or otherwise), unless the parties mutually agree in writing to extend the scope of the engagement. For the avoidance of doubt, the entry of the District Court's order on the FTC's Motion for Preliminary Injunction shall not automatically terminate this engagement if further proceedings remain within the scope described in Section 2, including any post-hearing briefing or proceedings in the Administrative Proceeding.
11. Limitation of Liability
The Company agrees that the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this matter, except in cases of the Firm's willful misconduct or gross negligence. This limitation of liability applies to the Firm and to each of its partners, associates, employees, and agents individually.
This limitation of liability does not apply to any obligation of the Firm to return the Company's retainer or unused portions thereof, nor does it limit any right of the Company to seek fee disgorgement or similar relief in the event of a material breach of the Firm's professional obligations.
12. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The parties agree that the State of New York has a substantial relationship to the parties and to this engagement, and that the application of New York law is appropriate.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Company under this engagement letter, including any dispute regarding fees, the scope of the engagement, or the Firm's professional performance, shall be resolved by binding arbitration in New York, New York, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's procedures. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate.
Notwithstanding the foregoing, nothing in this Section shall preclude either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo pending arbitration, to the extent such relief is necessary to prevent irreparable harm.
13. No Guarantee of Outcome
The Company acknowledges and agrees that the Firm has made no promises, assurances, or guarantees regarding the outcome of the District Court Action, the Administrative Proceeding, or any other aspect of the litigation or the proposed transaction. While the Firm will exercise its best professional judgment and devote its full efforts to the defense of the Company's interests, the outcome of litigation is inherently uncertain and depends on a wide range of factors, many of which are beyond the Firm's control, including the decisions of the Court, the conduct of opposing parties and counsel, and the evolving factual and legal landscape.
Any expressions of professional opinion regarding the likely outcome of the proceedings, the strength or weakness of particular arguments or positions, or the probable course of the litigation are based on the Firm's professional judgment and the information available at the time such opinions are expressed. Such expressions of opinion do not constitute a guarantee or warranty of any particular result and should not be relied upon as such.
14. Entire Agreement / Amendments
This engagement letter, together with any enclosures referenced herein (including the Firm's standard Outside Counsel Billing Guidelines), constitutes the entire agreement between the Firm and the Company regarding the terms and conditions of this engagement and supersedes all prior discussions, negotiations, understandings, and communications between the parties, whether oral or written, relating to the subject matter hereof.
No modification, amendment, supplement, or waiver of any provision of this engagement letter shall be effective unless made in writing and signed by an authorized representative of each party. No oral agreement or course of dealing between the parties shall be deemed to modify or amend the terms of this engagement letter.
15. Acceptance and Execution
If the foregoing terms are acceptable to the Company, please sign and return the enclosed duplicate original of this engagement letter to my attention at the address set forth above, or by email to hbellamy@calderwoodharkness.com, to confirm the Company's agreement to the terms set forth herein. Please also arrange for the transfer of the initial retainer of $500,000 to the Firm's client trust account in accordance with Section 5.3 above; wiring instructions will be provided separately.
Upon execution by both parties, this letter will constitute a binding agreement between the Firm and the Company governing the terms and conditions of this engagement. The Firm will commence work on this matter immediately upon receipt of the executed engagement letter and the initial retainer.
We look forward to working with you and the Cascade team on this important matter. Please do not hesitate to contact me or Elaine Forsythe if you have any questions regarding the terms of this letter or any other aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-7412
Email: hbellamy@calderwoodharkness.com
ACKNOWLEDGED AND AGREED
The undersigned, duly authorized to act on behalf of Cascade Retail Holdings Inc., hereby acknowledges receipt of this engagement letter, confirms agreement to the terms and conditions set forth herein, and authorizes Calderwood & Harkness LLP to proceed with the engagement described above.
CASCADE RETAIL HOLDINGS INC.
By: ________
Name: Jerome Weston
Title: General Counsel and Corporate Secretary
Cascade Retail Holdings Inc. 2200 Westlake Avenue North, Suite 3400 Seattle, WA 98109
Date: ________
Enclosures:
1.  Duplicate original of this Engagement Letter for countersignature
2.  Firm's standard Outside Counsel Billing Guidelines
cc: Margaret Thornberry, CEO & Chairwoman, Cascade Retail Holdings Inc. cc: Elaine Forsythe, Partner, Calderwood & Harkness LLP cc: Elliot Nguyen, Senior Associate, Calderwood & Harkness LLP
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This engagement letter and all attachments are intended for the sole use of the addressee and contain information that is privileged and confidential. Any unauthorized review, use, disclosure, or distribution is prohibited. If you are not the intended recipient, please contact the sender immediately and destroy all copies of this communication.
Timekeeper | Role | Rate (per hour)
Howard Bellamy | Partner | $1,850
Elaine Forsythe | Partner | $1,750
Elliot Nguyen | Senior Associate | $1,150
Aaron Liu | Associate | $950

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY AND ELECTRONIC MAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

CASCADE RETAIL HOLDINGS INC.

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